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Share Issuance and Disposal6137KOIKE SANSO KOGYO CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 32,000 treasury shares as restricted stock compensation for 8 directors and executive officers. The transfer restriction period is 40 years, and the total disposal value will be ¥47.04 million.

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Neutral
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Scale
32000
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much32,000Shares

32,000 common shares of the Company (treasury shares)

3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members17,000 shares
5 executive officers of the Company15,000 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,470 per share
Total Stock-Based Compensation

Total monetary compensation claims of ¥47,040,000

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
40 years (24 July 2026 to 23 July 2066)
Conditions for lifting transfer restrictions
Subject to continuously holding any of the following positions at the Company or one of its subsidiaries throughout the transfer restriction period, all transfer restrictions will be lifted upon expiry of the period: director, executive officer, executive officer, corporate auditor, employee, adviser, consultant, or any equivalent position. In the event of retirement or resignation due to expiry of a term of office, mandatory retirement, or another valid reason, some or all of the transfer restrictions will be lifted in accordance with the prescribed calculation method.
Reason for acquisition without consideration
The Company will acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 17,000 shares; 5 executive officers of the Company, 15,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 23 July 2066.
Payment date
24 July 2026
Basis for determining the amount to be paid
The amount is based on the closing price of the Company's common shares of ¥1,470 on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. The Company believes that this does not constitute a particularly favorable price. No discount or premium rate is stated.
Impact on Business Performance
No impact on the Company's performance from this disposal of treasury shares is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of32,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,470 per share
Payment date24 July 2026
Intended allotteeCategory 3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 17,000 shares, Category 5 executive officers of the Company / Number of Shares 15,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 23 July 2066.
Basis for determining the amount to be paidThe amount is based on the closing price of the Company's common shares of ¥1,470 on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. The Company believes that this does not constitute a particularly favorable price. No discount or premium rate is stated.
Transfer restriction period40 years (24 July 2026 to 23 July 2066)
Conditions for lifting transfer restrictionsSubject to continuously holding any of the following positions at the Company or one of its subsidiaries throughout the transfer restriction period, all transfer restrictions will be lifted upon expiry of the period: director, executive officer, executive officer, corporate auditor, employee, adviser, consultant, or any equivalent position. In the event of retirement or resignation due to expiry of a term of office, mandatory retirement, or another valid reason, some or all of the transfer restrictions will be lifted in accordance with the prescribed calculation method.
Reason for acquisition without considerationThe Company will acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 17,000 shares; 5 executive officers of the Company, 15,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥47,040,000
Impact on Business PerformanceNo impact on the Company's performance from this disposal of treasury shares is stated.
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to provide medium- to long-term incentives, share value with shareholders, secure talented personnel, and further enhance the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOIKE SANSO KOGYO CO.,LTD. (6137) timely disclosure | Komori